Code of Conduct

As of March 16, 2026

EXUS NORTH AMERICA HOLDINGS, LLC CODE OF CONDUCT

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Introduction

Exus North America Holdings LLC (collectively with its subsidiaries and affiliates, the “Company”) is committed to maintaining the highest standards of business conduct and ethics. This Code of Conduct (the “Code”) reflects the business practices and principles of behavior that support this commitment. It is the responsibility of all employees, officers and directors of the Company to read, understand and comply with the Code and its application to the performance of their business responsibilities. References in the Code to employees are intended to cover officers and, as applicable, directors.

Officers, managers and other supervisors are expected to develop in employees a sense of commitment to the spirit, as well as the letter, of the Code. Supervisors are also expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of the Company. The compliance environment within each supervisor’s assigned area of responsibility will be a significant factor in evaluating the quality of that individual’s performance. In addition, any employee who makes an exemplary effort to implement and uphold our legal and ethical standards will be recognized for that effort in the employee’s performance review. Nothing in the Code alters the at-will employment policy of the Company.

The Code addresses conduct that is particularly important to proper dealings with the people and entities with whom we interact, but reflects only a part of our commitment. From time to time, we may adopt additional policies and procedures with which our employees, officers and directors are expected to comply, if applicable to them. However, it is the responsibility of each employee to apply common sense, together with the employee’s own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code.

Action by members of your family, significant others or other persons who live in your household (referred to in the Code as “family members”) also may potentially result in ethical issues to the extent that they involve the Company’s business. For example, acceptance of inappropriate gifts by a family member from one of our suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your family members, significant others and other persons who live in your household.

YOU SHOULD NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE THE CODE, VOICE CONCERNS OR CLARIFY GRAY AREAS. SECTION 17 BELOW DETAILS THE COMPLIANCE RESOURCES AVAILABLE TO YOU. IN ADDITION, YOU SHOULD BE ALERT TO POSSIBLE VIOLATIONS OF THE CODE BY OTHERS AND REPORT SUSPECTED VIOLATIONS, WITHOUT FEAR OF ANY FORM OF RETALIATION, AS FURTHER DESCRIBED IN SECTION 17. VIOLATIONS OF THE CODE WILL NOT BE TOLERATED. ANY EMPLOYEE WHO VIOLATES THE STANDARDS IN THE CODE MAY BE SUBJECT TO DISCIPLINARY ACTION, WHICH, DEPENDING ON THE NATURE OF THE VIOLATION AND THE HISTORY OF THE EMPLOYEE, MAY RANGE FROM A WARNING OR REPRIMAND TO AND INCLUDING TERMINATION OF EMPLOYMENT AND, IN APPROPRIATE CASES, CIVIL LEGAL ACTION OR REFERRAL FOR REGULATORY OR CRIMINAL PROSECUTION.

1. Honest and Ethical Conduct

It is the policy of the Company to promote high standards of integrity by conducting our affairs in an honest and ethical manner. The integrity and reputation of the Company depends on the honesty, fairness and integrity brought to the job by each person associated with us. Unyielding personal integrity is the foundation of corporate integrity.

2. Legal Compliance

Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success depends upon each employee’s operating within legal guidelines and cooperating with local, national and international authorities. We expect employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility. While we do not expect you to memorize every detail of these laws, rules and regulations, we want you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from your supervisor or Legal (as defined in Section 18 below) by sending an email to legal@exus.us (see Section 18 below for more information on contacting Legal).

In addition, employees, officers and directors who have access to confidential information are not permitted to use or share that information for any purpose except to conduct our business. All non-public information about the Company and companies with which we do business is considered confidential information. In addition, information about companies with which we do business that you may come into contact with as part of your job is considered confidential (or “inside”) information with respect to that company. To use material inside information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information, is not only unethical, it is illegal. Employees, officers and directors must exercise the utmost care when handling confidential and material inside information.

Disregard of the law will not be tolerated. Violation of laws, rules and regulations of any country may subject an individual, as well as the Company, to civil or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits and to discovery by third parties in the event of an investigation or litigation. It is in everyone’s best interests to know and comply with our legal obligations and obligations relating to confidential information.

3. International Business Laws

Our employees, officers and directors are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism is not an excuse for noncompliance. In addition, we expect employees, officers and directors to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the United States.

These U.S. laws, rules and regulations, which extend to all our activities outside the United States include:

• The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to a government official to obtain or retain business or favorable treatment and requires the maintenance of accurate books of account, with all company transactions being properly recorded;
• U.S. embargoes, which generally prohibit U.S. companies, their subsidiaries and their employees from doing business with, or traveling to, countries subject to sanctions imposed by the U.S. government, as well as specific companies and individuals identified on lists published by the U.S. Treasury Department;

• U.S. export controls, which restrict exports from the U.S. and re-exports from other countries of goods, software and technology to many countries, and prohibit transfers of U.S.-origin items to denied persons and entities; and
• Anti-boycott regulations, which prohibit U.S. companies from taking any action that has the effect of furthering or supporting a restrictive trade practice or boycott imposed by a foreign country against a country friendly to the U.S. or against any U.S. person.

If you have a question as to whether an activity is restricted or prohibited, seek assistance before taking any action, including giving any verbal assurances, that might be regulated by international laws.

4. Antitrust

Antitrust laws are designed to protect the competitive process. These laws are based on the premise that the public interest is best served by vigorous competition and will suffer from illegal agreements or collusion among competitors. Antitrust laws generally prohibit:

• agreements, formal or informal, with competitors that harm competition or customers, including price fixing and allocations of customers, territories or contracts;

• agreements, formal or informal, that establish or fix the price at which a customer may resell a product; and

• the acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive conduct.

Certain kinds of information, such as pricing, production and inventory, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social.

Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars, which may be tripled under certain circumstances. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where we do business can be difficult, and you are urged to seek assistance from your supervisor or Legal (as further described in Section 18) whenever you have a question relating to these laws.

5. Environmental Compliance

Federal law imposes criminal liability on any person or company that contaminates the environment with any hazardous substance that could cause injury to the community or environment. Violation of environmental laws can involve monetary fines and imprisonment. We expect employees to comply with all applicable environmental laws.

It is our policy to conduct our business in an environmentally responsible way that minimizes environmental impacts. We are committed to minimizing and, if practicable, eliminating the use of any substance or material that may cause environmental damage, reducing waste generation and disposing of all waste through safe and responsible methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies.

6. Conflicts of Interest

We respect the rights of our employees, officers and directors to manage their personal affairs and investments. However, employees, officers and directors should avoid the appearance of impropriety and conflicts of interest that occur when their personal interests may interfere with the performance of their duties or the best interests of the Company. Whether or not a conflict of interest exists or will exist can be unclear. We expect our employees to be free from influences that conflict with the best interests of the Company or might deprive the Company of their undivided loyalty in business dealings. Conflicts of interest are prohibited unless specifically authorized as described below.

Action by family members also may potentially result in conflicts of interest and other Code violations. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your immediate family members, significant others and other persons who live in your household.

If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director of the Company, you should discuss the matter with your supervisor or Legal (as further described in Section 18). Supervisors may not authorize conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first seeking the approval of Legal and providing a clear description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with Legal. Officers and directors may seek authorizations and determinations from the Board of Directors (the “Board”) or any Audit Committee thereof (the “Audit Committee”), if then in existence, but should first discuss the matter with Legal (unless the potential conflict involves or may involve the General Counsel or other member of the Legal Department).

Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve problematic conflicts of interests for employees, officers or directors:

• Employment by (including consulting for) or service on the board of a competitor, customer, partner or other service provider. Activity that enhances or supports the position of a competitor to the detriment of the Company is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of a customer, partner or other service provider is generally discouraged and you must seek authorization in advance if you plan to take such a position.

• Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with us. In addition to the factors described above, persons evaluating ownership in other entities for conflicts of interest will consider the size and nature of the investment; the nature of the relationship between the other entity and the Company; the person’s access to confidential information and the person’s ability to influence the Company’s decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance.

• Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us. See Section 10 for further discussion of the issues involved in this type of conflict.
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• Taking personal advantage of corporate opportunities. See Section 7 for further discussion of the issues involved in this type of conflict.

• Conducting our business transactions with your family member or a business in which you have a significant financial interest. Material related-party transactions approved by the Board or the Audit Committee and involving any officer or director will be disclosed to our auditors, regulators, or publicly, as required by applicable laws and regulations.

Loans to, or guarantees of obligations of, employees, officers or directors or their family members by the Company could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law. All loans and guarantees by the Company must be approved in advance by the Board or the Audit Committee.

7. Corporate Opportunities

You may not take personal advantage of opportunities for the Company that are presented to you or discovered by you as a result of your position with us or through your use of corporate property or information, unless authorized by the General Counsel, or, if you are an officer or director, the Board or Audit Committee, as described in Section 6. Even opportunities that are acquired privately by you may be questionable if they are related to our existing or proposed lines of business. Significant participation in an investment or outside business opportunity that is directly related to our lines of business must be pre-approved. You may not use your position with us or corporate property or information for improper personal gain, nor should you compete with us in any way.

8. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity

The integrity of our records depends upon the validity, accuracy and completeness of the information supporting the entries to our books of account. Therefore, our corporate and business records should be completed accurately and honestly. The making of false or misleading entries, whether they relate to financial results or otherwise, is strictly prohibited. Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees and others with whom we do business. As a result, it is important that our books, records and accounts accurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. We require that:

• no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities or misclassifies any transactions as to accounts or accounting periods;
• transactions be supported by appropriate documentation;
• the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in our books and records;
• side agreements and other informal arrangements, whether written or oral, that are not reflected in the documentation for a transaction are strictly prohibited, and should you become aware of the existence of such a side agreement or other informal arrangement, you must immediately report its existence to Legal;
• employees comply with our system of internal controls; and
• no cash or other assets be maintained for any purpose in any unrecorded or off-the-books fund.

Our accounting records are also relied upon to produce reports for our management, equityholders and creditors, as well as for governmental agencies. Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is accurate and transparent and that our reports contain all of the information about the Company that would be important to enable stakeholders to assess the soundness and risks of our business and finances. In addition:

• no employee, officer or director may take or authorize any action that would intentionally cause our financial records or financial disclosure to fail to comply with generally accepted accounting principles or other applicable laws, rules and regulations;
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• all employees, officers and directors must cooperate fully with requests from our finance and accounting personnel as well as our independent public accountants and counsel, respond to their questions with candor and provide them with complete and accurate information to help ensure that our books and records are accurate and complete;
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• no employee, officer, director or person acting under their direction may coerce, manipulate, mislead or fraudulently influence our finance and accounting personnel, our independent public accountants or counsel, if the employee, officer, director or other person knows or should know that the action, if successful, could result in rendering the Company’s financial statements materially misleading.

• Any employee who becomes aware of any departure from these standards has a responsibility to report this knowledge promptly to a supervisor, Legal, or one of the other compliance resources described in Section 18.

9. Fair Dealing

We strive to outperform our competition fairly and honestly. Advantages over our competitors are to be obtained through superior performance of our products and services, not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance our interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or Legal, as further described in Section 18.

You are expected to deal fairly with our customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job. Be aware that the Federal Trade Commission Act provides that “unfair methods of competition in commerce, and unfair or deceptive acts or practices in commerce, are declared unlawful.” It is illegal to engage in deceptive, unfair or unethical practices and to make misrepresentations in connection with sales activities.

Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.

10. Gifts and Entertainment

Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with partners or customers or facilitate approvals from government officials. The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or the theater or a round of golf) is a common and acceptable practice as long as it is reasonable in value and not extravagant. Gifts and entertainment should not be offered, provided or accepted by any employee unless consistent with customary business practices and not (a) a cash gift, (b) susceptible of being construed as a bribe or kickback, (c) made or received on a regular or frequent basis or (d) in violation of any laws. This principle applies to our transactions everywhere in the world, even where the practice is widely considered an acceptable practice to conduct business. Employees, directors and officers should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Our partners, customers, contributors, consumers and the public at large should know that our employees’ judgment is not for sale.

Under some statutes, such as the U.S. Foreign Corrupt Practices Act (further described in Section 3), giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or contact Legal to discuss any proposed entertainment or gifts if you are uncertain about their appropriateness.

11. Protection and Proper Use of Company Assets

All employees are expected to protect our assets and ensure their efficient use. We consider our computing and information resources to be corporate assets having strategic value. It is our policy to protect information assets under our control by implementing security controls to protect the confidentiality, integrity and availability of information and information systems. Employees of the Company must use the Company computing and information assets consistent with the Company’s business objectives and policy. Theft, carelessness and waste have a direct impact on our success. Our property, such as office supplies, computer equipment and office buildings, are expected to be used only for legitimate business purposes, although incidental personal use may be permitted.

12. Confidentiality

One of our most important assets is our confidential information. We have long held a commitment to corporate transparency, and as an employee of the Company, you may learn of information about the Company that is confidential and proprietary. You also may learn of information before that information is released to the general public. Employees, officers and directors who have received or have access to confidential information should take care to keep this information confidential. Confidential information includes non-public information that might be of use to competitors or harmful to the Company or its partners, customers or contributors if disclosed, such as business, marketing and service plans, financial information, product architecture, source codes, engineering and manufacturing ideas and designs, databases, customer lists, advertising strategies, personnel data, personally identifiable information pertaining to our employees, customers, contributors, business contacts or other individuals (including, for example, names, addresses and telephone numbers), and similar types of information provided to us by our contributors, customers and partners. This information may be protected by patent, trademark, copyright or trade secret laws.

In addition, because we interact with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat our confidential and proprietary information. There may even be times when you must treat as confidential the fact that we have an interest in, or are involved with, another company.

You are expected to keep confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release). Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about us or any other company learned in the course of employment here, until that information is disclosed to the public through approved channels. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.

You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, external storage drives, laptop computers and mobile devices, should be stored securely. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and even quasi-public areas within the Company. All Company emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate business purposes.

In addition to the above responsibilities, if you are handling information protected by any privacy policy published by us, then you must handle that information in accordance with the applicable policy.

13. Media/Public Discussions

It is our policy to disclose material information concerning the Company to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the company will have equal access to information. All inquiries or calls from the press should be referred to the Chief Communications and People Officer. We have designated our Chief Financial Officer as our official spokesperson for financial matters. We have designated our Chief Executive Officer as our official spokesperson for marketing, technical and other related information. Unless a specific exception has been made by the Chief Executive Officer or Chief Financial Officer, these designees are the only people who may communicate with the press on behalf of the Company. You also may not provide any information to the media about us off the record, for background, confidentially or secretly.

14. Fair Treatment and Non-Discrimination

The Company will provide equal opportunity in the workplace and reasonable disability, religious, or pregnancy-related accommodations. As such, the Company and its employees will not discriminate in screening, hiring, or employment practices, including wages, promotions, rewards, and access to training based on race, color, age, sex, gender, gender identity or expression, immigration status, sexual orientation, marital status, ethnicity, national origin, caste, disability, genetic information, medical condition, pregnancy, religion, political affiliation, union membership, covered veteran status, body art, criminal history, or any other legally-protected status. Further, the Company will not subject workers or potential workers to unlawful medical tests, including pregnancy tests, or physical exams that could be used in a discriminatory manner.

15. Workplace Violence and Promotion of a Safe and Secure Company Environment

The Company does not tolerate workplace violence, including threats, threatening behavior, harassment, intimidation, assaults, and similar conduct. You are responsible to promote a safe and healthful work and Company environment. You must immediately report any threats or concerns about your safety or the safety of others to your manager.

You may not carry firearms or other weapons on any Company facility without prior written approval from the Legal which will be applied consistent with applicable law.

16. Drug and Alcohol-Free Workplace

All Company locations are drug and alcohol-free work and Company environments. The Company prohibits the use, possession, or sale of illegal drugs and prohibits the distribution, consumption, use, possession or being under the influence of alcohol by employees while on Company premises or while performing work for the Company. You are expected to comply with this Company Drug and Alcohol-Free Workplace Policy and if you observe or are aware of a violation of this policy you should report this to your manager.

17. Waivers

Any waiver of this Code for executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our Board or, to the extent permitted by our governing documents, the Audit Committee, and will be disclosed to the extent required by applicable laws, rules and regulations.

18. Whistleblower Protection

Nothing in this Code or otherwise prevents employees from reporting possible violations of federal, state or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the U.S. Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Company employees do not need the prior authorization from the Company to make any such reports or disclosures and are not required to notify the Company that such reports or disclosures have been made. The Company may not retaliate against employees for any of these activities, and nothing in this policy or otherwise requires employees to waive any monetary award or other payment that he or she might become entitled to from the Securities and Exchange Commission, the Department of Justice, the Occupational Safety and Health Administration or the Commodity Futures Trading Commission. In addition, nothing in this policy or otherwise prevents employees from communicating regarding their wages, hours, and working conditions with other employees or third parties or exercising any right under the National Labor Relations Act. In addition, as provided for in the Defend Trade Secrets Act of 2016, no employee shall be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that

(A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an employee who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to their attorney and use the trade secret information in the court proceedings, if the employee (A) files any document containing the trade secret under seal, and

(B) does not disclose the trade secret, except pursuant to court order.

19. Compliance Standards and Procedures

Compliance Resources

To facilitate compliance with this Code, we have implemented a program of Code awareness, training and review, which is overseen by our General Counsel. The General Counsel is the person to whom you can address any questions or concerns. The General Counsel, Edith Webster-Freed, can be reached at ewf@exus.us. In addition to fielding questions or concerns with respect to potential violations of this Code, the General Counsel is responsible for:

• investigating possible violations of the Code;
• training new employees in Code policies;
• conducting annual training sessions to refresh employees’ familiarity with the Code;
• distributing copies of the Code annually (via email or otherwise) to each employee with a reminder that each employee is responsible for reading, understanding and complying with the Code;
• updating the Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee, to reflect changes in the law, in Company operations and recognized best practices, and to reflect the Company experience; and
• otherwise promoting an atmosphere of responsible and ethical conduct.

Your most immediate resource for any matter related to the Code is your supervisor. Your supervisor may have the information you need or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the General Counsel, or a designated member of the Legal Department (collectively, “Legal”). If you are uncomfortable speaking with Legal because the General Counsel (or the designated member of the Legal Department) works in your department or is one of your supervisors, please contact the Chief Executive Officer or the Chief Financial Officer.

Clarifying Questions and Concerns; Reporting Possible Violations

If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or Legal; even the appearance of impropriety can be very damaging and should be avoided.

If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor, Legal, the Chief Executive Officer, or the Chief Financial Officer, or report through our ethics helpline, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, including termination of employment.

Supervisors must promptly report any complaints or observations of Code violations to Legal. If you believe your supervisor has not taken appropriate action, you should contact Legal directly (as described in Section 18). Legal will cause all reported possible Code violations to be investigated promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by Legal. Your cooperation in the investigation will be expected. As needed, Legal will consult with internal or external counsel, the Human Resources department, and/or the Audit Committee. It is our policy to employ a fair process by which to determine violations of the Code.

If any investigation indicates that a violation of the Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, the employee will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.

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